Constitution

The name of this Club is Hajji Baba, Inc., also known as “HBC,” “Hajji Baba Club” or “The Club.”

ARTICLE II – REGISTERED OFFICE AND PLACE OF BUSINESS

There shall be a principal place of business and Registered Office established by the Club By-Laws

ARTICLE III – PURPOSE

Sec. 1 – Educational Purpose

The Club is organized for scientific, educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The objective of the Club shall be to promote the knowledge and appreciation of Oriental Rugs and textiles as art forms and to furnish a medium of association for students and collectors of such rugs and textiles. Furthermore, and for the same purposes, it may include in its activities the broader fields of the textile arts, and related art, culture and history, and may promote and undertake activities to support this mission, and to carry out such other acts and to undertake such other activities as may be necessary, appropriate or desirable in furtherance of, or in connection with, or complementary to any of the foregoing purposes, provided that no activities shall be undertaken that would cause the Club to lose its status as an organization described in Section 501(c)(3) of the Code, or as an organization, contributions to which are deductible under Section 170(c) (2), 2055(a) and 2522(a) of the Code.

Sec. 2 – Means of Accomplishing Purpose

As a means of accomplishing its purpose the Club may hold meetings, sponsor lectures and exhibitions, conduct tours to or of private or public collections, publish books and papers, and, in general, engage in any activity that will contribute to the accomplishments of its objective.

Sec. 3 – Use of Funds for Purpose

The Club is a non-profit organization. Should any of the Club’s activities result in a profit, the money thus obtained shall go into the general treasury and be used to further the purposes of the Club.

ARTICLE IV – GOVERNANCE

Sec. 1 – Board of Directors

Subject to the provisions of the Constitution, By-Laws, and Certificate of Incorporation, all powers of control and management of the Club and its property, business affairs, and funds, shall be vested in a Board of Directors. The Board of Directors shall have the power and authority to perform all necessary and appropriate functions not otherwise inconsistent with the Constitution, By-Laws, Certificate of Incorporation, and applicable law.

Sec. 2 – Code of Conduct; Conflicts of Interest

The Board may promulgate from time to time in accordance with applicable law a statement of duties and standards of conduct to be observed by Board Members, Officers, and employees or other persons having responsibility for Club governance and/or operations, and to require that each such person agree in writing upon appointment to his or her position, and annually thereafter, to comply with such statement; such statement shall, without limitation, include a prohibition on discrimination and harassment in hiring and employment. The Board may also promulgate a policy concerning conflicts of interest and may require all Board members to agree and adhere to such policy.

Sec. 3 – Responsibility of Board of Directors; Transparency

It shall be the responsibility of the Board of Directors to govern the Club in an open and transparent manner. All Directors are expected to serve actively and faithfully in discharging their duties and other responsibilities. The principal responsibilities of Directors are to provide overall policy and direction for the Club, to participate actively in Board of Directors and Club activities, and work diligently towards assuring its sound financial basis. It is the responsibility of each Board member to work actively to achieve the goals and policies of the Club.

Sec. 4 – Compensation

All Directors shall serve without monetary compensation for their duties as Directors.

ARTICLE V – OFFICERS

As soon as possible after the Annual Meeting in each year, the Board of Directors shall select from their number officers, as set forth in the By-Laws.

ARTICLE VI – COMMITTEES

The Club shall have such committees as the Board from time to time may establish, and the Board may delegate specific responsibilities to such committees, in accordance with the By-Laws.

ARTICLE VII – LIABILITY AND INDEMNIFICATION

To the fullest extent that the laws of the State of New York, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors and officers, no Director or Officer or other Club Committee member shall be personally liable for monetary damages as such for any good faith action taken, or any good faith failure to take any action, as a Club Committee member, as specifically set forth in the By-Laws.

ARTICLE VIII – DUES

Sec. – Payment Date

Dues for each Club fiscal year shall be paid annually upon notice from the Treasurer.

Sec. 2 – Dues set by Board of Directors

Dues for each membership category except Honorary members, who are exempt from payment of dues, will be determined annually by the Board of Directors.

ARTICLE IX – AMENDMENTS

Sec. 1 – Notice

This Constitution may be amended by a two-thirds vote of the members present and voting at any Club business meeting, provided that notice of the proposed amendment shall have been transmitted to the membership at least 20 days prior to the meeting.

Sec. 2 – Proposed Constitutional amendments

The Board of Directors, or any member, may propose an amendment to this Constitution, by providing the text of the proposed amendment in electronic form to the Secretary at least 30 days before the meeting at which the amendment will be considered. It shall be the duty of the Secretary on receiving the notice of such proposed amendment to transmit a copy thereof to each resident, non-resident and student member of The Club at least 20 days prior to the meeting at which it is to be considered. It shall be the duty of the President to include such proposed amendment on the Agenda of the meeting. Any amendment proposed must be considered at the first scheduled Club meeting held more than 30 days after receipt of the proposed amendment by the Secretary.

ARTICLE X – BY-LAWS

Sec. 1 – Constitution

This Constitution shall serve as the principal statement of governance for The Hajji Baba Club.

Sec. 2 – By-Laws The Constitution shall be supplemented by By-Laws which will govern specific procedures in The Club’s operation. The By-Laws may be amended by a majority vote of the Board of Directors when a quorum as defined in the By-laws is present.

ARTICLE XI – ACTION BY PROXY OR WRITTEN INSTRUCTIONS

Any elected member of the Board of Directors or of any other Club committee may vote by written proxy or instruction provided in advance to another Director or member of the relevant committee, so long as such proxy includes the specific issue or question as to which the proxy may be exercised. Members may vote by written proxy at the Annual Meeting provided that the proxy specifies the matters as to which it is valid. Voting by absentee ballot shall be permitted for election of new members of the Board.

ARTICLE XII – ELECTRONIC COMMUNICATION

Sec. 1 – Electronic Communications Valid

Any proxy, vote, notification, invoice, notice or other communication relating to or constituting Board of Directors, other Club committee, or Club business, including but not limited to invoices and meeting notices, may be transmitted by telephone or electronic mail and shall be of the same force and effect as if transmitted in writing; provided, however, that no vote shall be taken by electronic mail unless an opportunity for discussion of the matter being voted upon is provided upon request.

Sec. 2 – Addresses to be Provided

It shall be the duty of each Club member and Committee member to provide the Secretary with valid, current electronic mail and postal mailing addresses. Club communications will be provided exclusively electronically unless a member specifically requests postal mailings.

ADOPTED: 5 March, 2012, by vote of the membership at the meeting held at the National Arts Club.